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Third Amended And Restated Term Loan Agreement

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Sectors: Leisure and Entertainment
Governing Law: New York, View New York State Laws
Effective Date: July 02, 1996
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EXHIBIT 10.12


THIRD AMENDED AND RESTATED TERM LOAN AGREEMENT


THIRD AMENDED AND RESTATED TERM LOAN AGREEMENT (the "AGREEMENT"), dated as of July 2, 1996, as amended and restated as of December 10, 1996, as further amended and restated as of July 2, 1997, and as further amended and restated as of April 30, 1998, among MOUNTAINEER PARK, INC., a West Virginia corporation ("MOUNTAINEER"), SPEAKEASY GAMING OF LAS VEGAS, INC., a Nevada corporation ("SPEAKEASY VEGAS"), SPEAKEASY GAMING OF RENO, INC., a Nevada corporation ("SPEAKEASY RENO", and together with Mountaineer and Speakeasy Vegas, collectively the "BORROWERS"), MTR Gaming Group, Inc. f/k/a WINNERS ENTERTAINMENT, INC., a Delaware corporation (the "GUARANTOR" and together with the Borrowers, collectively, the "LOAN PARTIES" and individually each a "LOAN PARTY"), and MADELEINE LLC, a New York limited liability company (the "LENDER").

RECITALS


WHEREAS, Mountaineer, the Guarantor and the Lender are parties to a Term Loan Agreement, dated as of July 2, 1996, pursuant to which the Lender has made a term loan to Mountaineer in the original principal amount of $5,000,000;


WHEREAS, Mountaineer, the Guarantor and the Lender are parties to an Amended and Restated Term Loan Agreement, dated as of July 2, 1996, as amended and restated as of December 10, 1996, pursuant to which the Lender has made (i) a term loan to Mountaineer in the original principal amount of $16,100,000 (including the prior $5,000,000 term loan), and (ii) a three year line of credit available for loans in the aggregate maximum principal amount not to exceed $5,376,500 at any time outstanding;


WHEREAS, Mountaineer, the Guarantor and the Lender are parties to a Second Amended and Restated Term Loan Agreement, dated as of July 2, 1996, as amended and restated as of December 10, 1996, and as further amended and restated as of July 2, 1997 (the "Second Amended Agreement"), pursuant to which the Lender and Mountaineer agreed to amend the Loan Agreement to extend the maturity date of the Loans and change the terms of payment of certain fees in respect of the loans;


WHEREAS, Mountaineer and the Guarantor have requested that the Lender agree to further amend and restate the Loan Agreement for the purposes of, among other things, adding Speakeasy Reno and Speakeasy Vegas as Borrowers under the Agreement, increasing the Term Commitment and the Line Commitment to the Borrowers, adding a construction loan facility, and amending the terms of payment of certain fees in respect of the Loans; and


WHEREAS, the Lender is willing, on the terms and conditions herein, to amend and restate the Second Amended Agreement.


NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Lender to make and maintain the Loans, the Lender, the Borrowers and the Guarantor hereby agree as follows:


ARTICLE I

DEFINITIONS; CERTAIN TERMS


SECTION 1.01. Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:


"AFFILIATE" means, as to any Person, (i) any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, or (ii) any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which is under common control within the meaning of Section 414 of the Internal Revenue Code and the rules and regulations promulgated thereunder from time to time.


"AMENDED AND RESTATED SECURITY AGREEMENT" means the Amended and Restated General Security Agreement, dated as of July 2, 1996, as amended and Restated on December 10, 1996, made by Mountaineer in favor of the Lender, as amended or otherwise modified from time to time.


"AMENDED CLOSING DATE" means December 10, 1996.


"AMENDED LOAN AGREEMENT" means the Amended and Restated Term Loan Agreement, dated July 2, 1996, as amended and restated as of December 10, 1996, by and between Mountaineer, the Guarantor, and the Lender.


"BORROWERS" has the meaning specified therefor in the preamble hereto.


"BUSINESS DAY" means any day not a Saturday, Sunday or legal holiday on which the Lender is open for business in New York City and banks in the States of West Virginia and Nevada are not required or authorized to close.


"CAPITAL LEASES" means, with respect to any Person, leases or agreements to lease by such Person and its Consolidated Subsidiaries that, in accordance with GAAP, have been or should be capitalized on the books of such Person.


"CAPITALIZED LEASE OBLIGATIONS" means, with respect to any Person, any obligation of such Person and its Consolidated Subsidiaries for the payment of rent for any real or personal property under Capital Leases and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof, all computed and consolidated in accordance with generally accepted accounting principles applied on a consistent basis.


"CHEYENNE CONSTRUCTION LOANS" means one or more construction loans to be made by the Lender to Speakeasy Vegas pursuant to Article IV hereof in an original principal amount not to exceed the Construction Commitment amount, to be used by Speakeasy Vegas for the purpose of improving the Cheyenne Hotel Property.


"CHEYENNE DEED OF TRUST" means the Deed of Trust, Assignment of Rents, Security Agreement, and Fixture Filing, dated the date hereof, made by Speakeasy Vegas in favor of the Lender, with respect to the Cheyenne Hotel Property.


"CHEYENNE HOTEL PROPERTY" means the property described on Exhibit C hereto, together with the Cheyenne Hotel situated on such land.


"CHEYENNE TERM LOAN" means the term loan made by the Lender to Speakeasy Vegas in the aggregate principal amount of $3,765,000, pursuant to Article II hereof, to be used by Speakeasy Vegas for the purpose of acquiring the Cheyenne Hotel Property from Banter, Inc.


"CHEYENNE PURCHASE AGREEMENT" means the Purchase Agreement, dated as of April 30, 1998, by and among Speakeasy Vegas, Banter, Inc. and Cheyenne Hotel, Inc. with respect to the purchase by Speakeasy Vegas of the Cheyenne Hotel Property.


"CLOSING DATE" means as of April 30, 1998.


"COLLATERAL" means all of the property (real and personal) of the Borrowers purported to be subject to the lien or security interest purported to be created by any mortgage, deed of trust, security agreement, pledge agreement, assignment or other security document heretofore or hereafter executed by the Borrowers in favor of the Lender as security for all or any part of the Obligations, including, without limitation, any asset purchased, in whole or in part, with proceeds of a Line Loan, a Cheyenne Construction Loan or with a Term Loan, subject to the limitation set forth in Section 7.01(k) hereof.


"COMMITMENT" means the Term Commitment, the Line Commitment and the Construction Commitment.


"COMMON STOCK" means the common stock of the Guarantor, par value $0.00001 per share.


"CONSOLIDATED EBITDA" means for each fiscal quarter of any Person, all earnings of such Person and its Consolidated Subsidiaries for such period as determined in accordance with GAAP, before (a) the sum, without duplication, of (i) gross interest expense for such period minus gross interest income for such period, in each case determined in accordance with GAAP, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense net of negative goodwill amortization, and (v) extraordinary or unusual non-cash losses (provided such extraordinary or unusual losses do not at any time result in a cash outlay by such Person), less (b) extraordinary gains of such Person and each Consolidated Subsidiary, each determined on a consolidated basis for such Person and its Consolidated Subsidiaries in accordance with GAAP.


"CONSOLIDATED SUBSIDIARY" of a Person at any time shall mean those Subsidiaries of such Person whose accounts are or should in accordance with GAAP be consolidated with those of such Person.


"CONSTRUCTION COMMITMENT" means the commitment of the Lender to make one or more Cheyenne Construction Loans to Speakeasy Vegas pursuant to Article IV hereof in an original aggregate principal amount outstanding not to exceed $1,700,000.


"CONSTRUCTION NOTE" means the promissory note of the Borrowers, dated the date hereof, in the original principal amount of not more than $1,700,000, evidencing the Indebtedness resulting from the making of the Cheyenne Construction Loans and delivered to the Lender pursuant to Article IV hereof, as such promissory note may be modified or amended from time to time, and any promissory note or notes issued in exchange or replacement therefor.


"CONSTRUCTION OBLIGATIONS" means all Obligations in respect of the Cheyenne Construction Loans.


"DEFAULT" means any event that, with the giving of notice or the passage of time or both, would result in an Event of Default.


"EBITDA AVERAGE" means, as of any date, the average Consolidated EBITDA for each of the six calendar months immediately preceding such date; PROVIDED, HOWEVER, that for the purpose of the calculation of EBITDA Average, at the discretion of Mountaineer, the months of December and January may be excluded from such calculation and such months shall be deemed not to have occurred.


"EFFECTIVE DATE" means the date on which all of the conditions precedent under Article V of the Initial Loan Agreement were met.


"EMPLOYEE PLAN" means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained for employees of a Borrower or any of its Affiliates.


"ENVIRONMENTAL LAW" means the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601, ET SEQ.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, ET SEQ.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, ET SEQ.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 ET SEQ.), the Clean Air Act (42 U.S.C. Section 7401 ET SEQ.), the Toxic Substances Control Act (15 U.S.C. Section 2601 ET SEQ.), the Occupational Safety and Health Act (29 U.S.C. Section 6451 ET SEQ.), and the Medical Waste Tracking Act of 1988, Pub. L. No. 100-582, 102 Stat. 2950 (1988), as such laws have been amended or supplemented from time to time, and any similar present or future Federal, state or local statute, ordinance, rule or regulation.


"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and, unless the context otherwise requires, the rules and regulations promulgated thereunder from time to time.


"EVENT OF DEFAULT" means any of the events set forth in Section 9.01 hereof.


"FINANCIAL STATEMENTS" means the audited financial statements of the Guarantor and its Subsidiaries as set forth in the Guarantor's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, and, upon filing with the Securities and Exchange Commission, the unaudited financial statements of the Guarantor and its Subsidiaries as set forth in the Guarantor's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998.


"FUNDING DATE" has the meaning assigned to such term in Section 6.01 hereof.


"FUNDING DATE LOAN AMOUNT" means the amount of (a) the Reno Loan, (b) the Cheyenne Loan, (c) any Line Loan and (d) any Cheyenne Construction Loan, made by Lender to any Borrower on the Funding Date.


"GAAP" means generally accepted accounting principles as in effect from time-to-time in the United States, consistently applied.


"GOVERNMENTAL AUTHORITY" means any nation or government, any federal, state, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the Parties to the Loan Documents.


"GUARANTY" means the Guaranty made by the Guarantor in favor of the Lender pursuant to Article X hereof, guaranteeing the Obligations under the Loan Documents.


"GUARANTOR" has the meaning specified therefor in the preamble hereto.


"HAZARDOUS MATERIALS" means, without limit, any pollutant, waste, flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or other materials defined in or regulated under any Environmental Law.


"INDEBTEDNESS" means (i) all indebtedness or other obligations of any Borrower for borrowed money or for the deferred purchase price of property or services, (ii) Capitalized Lease Obligations of each Borrower, (iii) all obligations of each Borrower under direct or indirect guaranties, contingent or other obligations of a Borrower to purchase or otherwise acquire or assure a creditor against loss in respect thereof, indebtedness or other obligations of any other Person for borrowed money or for the deferred purchase price of property or services or Capitalized Lease Obligations of any other Person, (iv) all indebtedness or other obligations of each Borrower for borrowed money or for the deferred purchase price of property or services secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any lien, security interest or other charge or encumbrance upon or in property owned by any Borrower, (v) all obligations of any Borrower in respect of letters of credit and bankers' acceptances with the exception of any such letter of credit or bankers' acceptance issued in favor of, or required by, a Governmental Authority, (vi) liabilities incurred under Title IV of ERISA with respect to any plan covered by Title IV of


ERISA and maintained for employees of any Borrower or any of its Affiliates, and (vii) withdrawal liability incurred under ERISA by any Borrower or any of its Affiliates to any Multiemployer Plan.


"INITIAL CLOSING DATE" means July 2, 1996.


"INITIAL LOAN AGREEMENT" means the Term Loan Agreement, dated July 2, 1996, by and between Mountaineer, the Guarantor, and the Lender.


"INITIAL TERM LOAN" means the term loan made by the Lender to the Borrower in the aggregate principal amount of $16,100,000, pursuant to Article II of the Second Amended Agreement and maintained pursuant to Article II hereof.


"INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as amended from time to time.


"LENDER" has the meaning specified therefor in the preamble hereto.


"LIEN" means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property to secure payment of a debt or performance of an obligation or other priority or preferential arrangement of any kind or nature whatsoever.


"LINE COMMITMENT" means the commitment of the Lender to make one or more Line Loans to the Borrowers pursuant to Article III hereof in the original aggregate principal amount outstanding not to exceed $10,376,500.


"LINE LOAN" has the meaning assigned to such term in Section 3.02 hereof.


"LINE NOTE" means the promissory note of the Borrowers, dated the Closing Date, in the original principal amount outstanding, not to exceed $10,376,500, evidencing the Indebtedness resulting from the making of the Line Loans and delivered to the Lender pursuant to Article III of this Agreement, as such promissory note may be modified or amended from time to time, and any promissory note or notes issued in exchange or replacement therefor.


"LINE OBLIGATIONS" means all Obligations in respect of the Line Loans.


"LOAN" or "LOANS" means the Term Loans, the Line Loans and the Cheyenne Construction Loans.


"LOAN DOCUMENTS" means this Agreement, the Notes, the West Virginia Deed of Trust, the Amended and Restated Security Agreement, the West Virginia First Priority Deed of Trust, the Guaranty, the Stock Certificates, the Warrants, the Registration Rights Agreement, Amendment No. 1 to Registration Rights Agreement, Amendment No. 2 to Registration Rights Agreement, the Stock Transfer Agreement, the Cheyenne Deed of Trust, the Reno Deed of Trust, the Speakeasy Security Agreement, the Cheyenne Purchase Agreement, the Reno Purchase


Agreement and all other instruments, documents and agreements executed and delivered pursuant hereto or thereto.


"LOAN FEE" shall have the meaning assigned to such term in Section 5.01 hereof.


"LOAN FEES" means all of the fees and expenses payable, whether in cash, in kind, in Common Stock or in Warrants, by each Borrower and the Guarantor, jointly and severally, under Section 5.01 of this Agreement.


"LOAN PARTIES" means the Borrowers and the Guarantor.


"MATURITY DATE" means July 2, 2001, or such earlier date on which the Loans shall become due and payable, in whole or in part, in accordance with the terms of this Agreement, whether by acceleration or otherwise.


"MOUNTAINEER" means Mountaineer Park, Inc., a West Virginia corporation.


"MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA.


"NOTE" or "NOTES" means the Term Note, the Line Note and the Construction Note, as applicable.


"OBLIGATIONS" means (i) the obligation of any Loan Party to pay, jointly and severally, as and when due and payable (by scheduled maturity or otherwise), all amounts from time to time owing by it in respect of any Loan Document, whether for principal (including, without limitation, an amount equal to the product of (a) the Prepayment Factor and (b) the aggregate outstanding principal amount of the Loans), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to any Borrower or the Guarantor, whether or not a claim for post-filing interest is allowed pursuant to 11 U.S.C. Section 506 or otherwise in such cases), fees or otherwise and (ii) the obligation of any Loan Party to perform or observe all of its other obligations from time to time existing under any Loan Document.


"OPERATING LEASES" means leases or agreements to lease of each Borrower, other than Capital Leases.


"OPERATING LEASE OBLIGATIONS" means all obligations of a Borrower for the payment of rent for any real or personal property under leases or agreements to lease, other than Capitalized Lease Obligations, all computed in accordance with GAAP.


"PAYMENT OFFICE" means Madeleine LLC, 450 Park Avenue, New York, New York 10022, Attn.: Mr. Kevin P. Genda.


"PERMITTED INVESTMENTS" means (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government, or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year


from the date of acquisition thereof, (ii) commercial paper, maturing not more than 270 days after the date of issue, issued by a corporation rated P-1 by Moody's Investors Service, Inc. or A-1 by Standard & Poor's Corporation or issued by the Lender or its Affiliates, (iii) time certificates of deposit, issued by commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus of not less than $100,000,000, (iv) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000, and (v) tax exempt securities rated A or better by Moody's Investors Service, Inc. or A+ or better by Standard & Poor's Corporation; PROVIDED, HOWEVER, that deposits or certificates of deposits with commercial banking institutions which are a member of the Federal Reserve System are Permitted Investments so long as any such deposit does not exceed $250,000.


"PERSON" means an individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or governmental authority.


"PLAN OF REMEDIATION" means collectively (i) the Corrective Action Plan, dated August 14, 1995, (ii) the Phase I Environmental Site Assessment of the Cheyenne Hotel Property, dated March 16, 1997, and (iii) the Phase I Environmental Site Assessment of the Reno Hotel Property, dated March, 1998.


"PLEDGE AGREEMENTS" mean the Pledge and Security Agreement made on the date hereof by the Guarantor in favor of the Lender, whereunder the Guarantor's interests in Speakeasy Reno and Speakeasy Vegas are pledged.


"POST-DEFAULT RATE" means a rate per annum equal to 22%.


"PREPAYMENT FACTOR" means (i) at any time during the period beginning on the Second Amended Closing Date to and including the first anniversary thereof, 1.05; (ii) at any time during the period beginning on the day after the first anniversary of the Second Amended Closing Date to and including the second anniversary of the Second Amended Closing Date, 1.03; (iii) at any time during the period beginning on the day after the second anniversary of the Second Amended Closing Date to and including the third anniversary of the Second Amended Closing Date, 1.02; (iv) at any time during the period beginning on the day after the third anniversary of the Second Amended Closing Date to and including the fourth anniversary of the Second Amended Closing Date, 1.01; and on the scheduled Maturity Date, 1.00.


"PROPERTY" means (i) the Reno Hotel Property, (ii) the Cheyenne Hotel Property, and (iii) the West Virginia Property.


"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement, dated July 2, 1996, between the Lender and the Guarantor, as amended or otherwise modified from time to time.


"RENO DEED OF TRUST" means the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated the date hereof, made by Speakeasy Reno in favor of the Lender, with respect to the Reno Hotel.


"RENO HOTEL PROPERTY" means the property described on Exhibit D hereto, together with the Reno Hotel situated on such land.


"RENO LOAN" means the term loan made by the Lender to the Borrower in an aggregate principal amount of $8,000,000, pursuant to Article II hereof, to be used by Speakeasy Reno for the purpose of acquiring the Reno Hotel from Reno Hotel LLC.


"RENO PURCHASE AGREEMENT" means the Purchase Agreement, dated as of April 30, 1998, by and between Speakeasy Reno and Reno Hotel LLC with respect to the purchase by Speakeasy of the Reno Hotel Property.


"SECOND AMENDED CLOSING DATE" means July 2, 1997.


"SECOND AMENDED LOAN AGREEMENT" means the Second Amended and Restated Term Loan Agreement, dated July 2, 1996, as amended and restated as of December 10, 1996, as further amended and restated as of July 2, 1997, by and between Mountaineer, the Guarantor, and the Lender.


"SECURITY AGREEMENTS" means the Speakeasy Security Agreements and the Amended and Restated Security Agreement.


"SPEAKEASY RENO" means Speakeasy Gaming of Reno, Inc., a Nevada corporation.


"SPEAKEASY VEGAS" means Speakeasy Gaming of Las Vegas Inc., a Nevada corporation.


"SPEAKEASY SECURITY AGREEMENTS" means collectively (i) the General Security Agreement, dated as of the date hereof, made by Speakeasy Reno in favor of the Lender, as amended or otherwise modified from time to time and (ii) the General Security Agreement, dated as of the date hereof, made by Speakeasy Vegas in favor of the Lender, as amended or otherwise modified from time to time.


"STOCK CERTIFICATE" means any original stock certificate issued by the Guarantor representing shares of Common Stock.


"STOCK TRANSFER AGREEMENT" means the Stock Transfer Agreement, dated as of July 2, 1996, between the Lender and the Guarantor.


"SUBSIDIARY" means any corporation of which more than 50% of the outstanding capital stock or similar rights of holders of equity having (in the absence of contingencies) ordinary voting power to elect directors (or Persons performing similar functions) of such corporation is, at the time of determination, owned directly, or indirectly through one or more intermediaries, by any Person.


"TAXES" means any tax imposed by the States of West Virginia or Nevada or any subdivision thereof.


"TERM COMMITMENT" means the commitment of the Lender to make Term Loans to the Borrower pursuant to Article II hereof in the principal amount not to exceed $27,865,000.


"TERM LOANS" means (a) the Initial Term Loan, (b) the Reno Loan, and (c) the Cheyenne Term Loan, each as described in Article II hereof.


"TERM NOTE" means the promissory note of the Borrowers, dated the Closing Date, in the original principal amount of $27,865,000, evidencing the Indebtedness resulting from the making of the Term Loans and delivered to the Lender pursuant to Article II hereof, as such Term Note may be modified or amended from time to time, and any promissory note or notes issued in exchange or replacement therefor.


"TERM OBLIGATIONS" has the meaning assigned to such term in Section 10.13 hereof.


"TERMINATION DATE" means the earlier to occur of (a) the Maturity Date and (b) the date on which all of the Obligations have been fully performed.


"TRANSACTION COSTS" has the meaning specified therefore in Section 10.04 hereof.


"UNFUNDED LIABILITY" has the meaning specified therefore in Subsection 7.01(j) hereof.


"WARRANTS" means validly issued warrants for the purchase of shares of Common Stock, in substantially the form attached hereto as Exhibit A.


"WEST VIRGINIA DEED OF TRUST" means the Deed of Trust, Leasehold Deed of Trust Security Agreement, Assignment, Fixture Filing, and Financing Statement, dated July 2, 1996, made by Mountaineer in favor of the Lender, with respect to the West Virginia Property.


"WEST VIRGINIA FIRST PRIORITY DEED OF TRUST" means the Credit Line Deed of Trust, Leasehold Deed of Trust, Security Agreement, Assignment, Fixture Filing and Financing Statement, dated as of December 10, 1996, by and among Mountaineer, the Lender and the trustees named therein, as amended or otherwise modified from time to time, with respect to the West Virginia Property.


"WEST VIRGINIA PROPERTY" means the property described on Exhibit E hereto.


SECTION 1.02. Accounting and Other Terms. Unless otherwise expressly stated herein, all accounting determinations hereunder shall be made, all accounting terms used herein shall be interpreted, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP. All terms used in this Agreement which are defined in Article 9 of the Uniform Commercial Code in effect in the State of New York on the date hereof and which are not otherwise defined herein shall have the same meanings herein as set forth therein.


ARTICLE II

AMOUNT AND TERMS OF THE TERM LOANS


SECTION 2.01. TERM COMMITMENT. Any principal amount of any Term Loan which is repaid or prepaid by the Borrowers may not be reborrowed.


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